Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrowerthe parties hereto; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to BankAgreement, duly executed by Borrower; (gc) agreement to furnish insurancea financing statement on Form UCC-1, reflecting Borrower as debtor and Bank as secured party; (hd) the IP Security Agreement, duly executed by Borrower; (e) [reserved]; (f) certificates of insurance naming Bank as loss payee on all property insurance policies and as an additional insured on all liability insurance policies; (g) payment of the fees and Bank Expenses then due specified in Section 2.52.4; (ih) current SOS Reports UCC reports indicating that except for Permitted LiensLiens and Liens to be terminated by satisfying obligations to the holders of such Liens with the proceeds of the initial Advances on the Closing Date, there are no other security interests or Liens of record in the Collateral; (ji) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company company-prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kj) a current Compliance Certificate in accordance with Section 6.2, duly executed by Borrower; (k) subject to Section 6.6, Control Agreements with respect to any accounts permitted hereunder to be maintained with a depository institution other than Bank; (l) a Borrowing Base Certificate in accordance landlord waiver or subordination with Section 6.2 for the period ending February 29respect to each of Borrower’s leased locations, 2012and a bailee waiver with respect to each third-party location where Borrower maintains any Material Collateral; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Authorization for Automatic Debit AuthorizationLoan Payment on Bank’s standing form, duly executed by Borrower; and (n) an initial field examination of Borrower’s Books and the Collateral; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank Lenders to make the initial Credit Extension is subject to the condition precedent that Bank Agent, and Lenders where necessary, shall have received, in form and substance satisfactory to BankAgent and Lenders, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrowera promissory note for each Lender that requests one; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and in the other Loan Documents to which it is a party, and form of Exhibit G attached hereto; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyUCC National Form Financing Statement; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performableintellectual property security agreements; (f) a Warrant in form such landlord and substance satisfactory to Bank, duly executed bailee waivers as requested by BorrowerAgent; (g) agreement to furnish insurancecopies of insurance certificates evidencing the insurance coverage required under Section 6.4 hereof and the insurance endorsements required by such Section; (h) payment of the fees and Bank Lender Expenses then due as specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including draft audited statements for Borrower’s most recently fiscal year ended fiscal yearDecember 31, 2019, together with an unqualified opinion, company prepared consolidated and and, if prepared by Borrower, consolidating financials, balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank Agent may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012perfection certificate; (m) a Collateral Information Certificatesubject to Section 4.2, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablesecurities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Agent; (n) an Automatic Debit AuthorizationAuthorization in the form of Exhibit H attached hereto; (o) Agent shall have been provided the opportunity to inspect Borrower’s Books and to make copies thereof and to check, duly executed by test, and appraise the Collateral in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral; (p) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; (q) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (r) a fee letter between Agent and Borrower and payment of the fees specified therein; and (os) such other documents, instruments documents or certificates, and completion of such other matters, as Bank Agent or any Lender may reasonably deem necessary request, including, without limitation, any such documents or appropriatecertificates required in connection with customary “know your customer” requirements, USA Patriot Act, and beneficial ownership regulations.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement, duly executed Agreement and the other Loan Documents required by BorrowerBank; (b) the Pricing Addendum, duly executed by Borroweran intellectual property security agreement; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Documents; (d) the Itemization of Amount Financed Disbursement Instructions signed by a party, and (ii) an officer’s certificate Responsible Officer of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyBorrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due as specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance reasonably satisfactory to Bank; (k) to the extent required by Bank (i) a landlord waiver in form satisfactory to Bank, duly executed by the landlord at each location at which Borrower leases real property other than any location that satisfies the exclusion set forth in Section 6.10, and (ii) a bailee waiver or other similar agreement, in form reasonably satisfactory to Bank, duly executed by any Person maintaining Borrower’s assets, to the extent required by Section 6.10; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012an Automatic Loan Payment Authorization; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrowerevidence satisfactory to Bank that Borrower shall have achieved Eligible Monthly Recurring Revenue as of the most recent month-end prior to the Restatement Date of not less than $5,400,000; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) UCC National Form Financing Statement Amendment Statement; (d) with respect to Borrower and UCC National Form Financing Statement the initial Advance under the Revolving Line only, completion of an audit of the Collateral, with respect results reasonably satisfactory to PerformableBank; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (ge) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (if) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jg) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion (or an opinion qualified only for going concern solely related to Borrower’s liquidity), company prepared consolidated and consolidating balance sheets and income profit and loss statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kh) current Compliance Certificate in accordance with Section 6.2; (i) a current Perfection Certificate; (j) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (k) a Lessor’s Acknowledgment and Subordination with respect to each of Borrower’s leased locations; (l) a Borrowing Base Certificate Bailee Waiver with respect to each third-party location where Borrower maintains any of the Collateral valued in accordance with Section 6.2 for the period ending February 29, 2012excess of Two Hundred Fifty Thousand Dollars ($250,000); (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable;an Automatic Debit Authorization; and (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1) naming Borrower as debtor; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment a Subordination Agreement duly executed by Xxxxxxxx Xxx, together with respect to Borrower and UCC National Form Financing Statement copies of the subordinated notes with respect to Performablelegends; (f) a Warrant in form and substance satisfactory to payoff letter from Bridge Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) for each collateral location or warehouse location of Borrower or any Collateral location not owned by Borrower, a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the landlord, warehouseman or bailee of such location, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (i) payment of the fees and Bank Expenses then due and specified in Section 2.5; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) an audit of the Collateral, the results of which shall be satisfactory to Bank; (l) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (km) a current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (mn) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (no) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) the Schedule; (d) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableStatement; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (ge) agreement to furnish insurance; (f) the Pricing Addendum; (g) a payoff letter from Oxford in respect of the Existing Indebtedness; (h) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) payment of the fees and Bank Expenses then due specified in Section 2.5; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently month ended month in accordance with Section 6.2July 31, 2011, and such other updated financial information as Bank may reasonably request; (kl) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (o) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Agreement; (c) a party, and financing statement; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment Unconditional Guaranties and incumbency certificates, with respect resolutions to Borrower guarantee, and UCC National Form Financing Statement with respect to Performablein the case of Parent, grant a security interest in collateral, from Parent, RadView Software (UK) Ltd., and RadView Software GmbH; (f) a Warrant in form third party security agreement, intellectual property security agreement, share pledge agreement and substance satisfactory stock powers (with respect to Bankshares of stock of Borrower), duly executed by Borrowerand subordination agreement from Parent; (g) evidence of termination of Parent’s debenture in favor of Bank Hapoalim, evidence of cancellation and termination of any registered pledge against Parent in favor of Bank Hapoalim, and requisite consents from the Investment Center of the Israeli Ministry of Industry and Trade; (h) Share certificates evidencing 100% of outstanding stock of Borrower; (i) agreement to furnish provide insurance; (hj) payment of the fees and Bank Expenses then due specified in Section 2.5; (ik) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jl) an audit of the Collateral, the results of which shall be satisfactory to Bank; (m) current financial statements, including audited statements for BorrowerParent’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kn) current Compliance Certificate in accordance with Section 6.2; (lo) a Borrowing Base Certificate Warrant to purchase Parent’s ordinary shares in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower form and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrowersubstance satisfactory to Bank; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by each Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Documents; (c) the Pricing Addendum, duly executed by each Borrower; (d) a party, and financing statement (iiForm UCC-1) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyfor each Borrower; (e) UCC National Form Financing Statement Amendment the certificate for the Shares, together with respect to Borrower and UCC National Form Financing Statement with respect to PerformableAssignment(s) Separate from Certificate, duly executed in blank; (f) a Warrant in form and substance satisfactory agreement to Bankfurnish insurance, duly executed by each Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ih) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (ji) current financial statements, including audited company prepared financial statements for Borrower’s Borrowers’ most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kj) current Compliance Certificate in accordance with Section 6.2; (k) a Warrant in form and substance satisfactory to Bank, duly executed by Parent; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29Collateral Information Certificates, 2012duly executed by each Borrower; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by PerformableAccess Agreements for each location where Eligible Inventory may be located (other than HTO Inventory); (n) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (o) an Automatic Debit Loan Payment Authorization, duly executed by Borrower; and (op) such other documents, instruments or and certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement Agreement; (c) financing statements (Form UCC-1) for Borrower and the other Loan Documents each of its domestic Subsidiaries; (d) agreement to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyprovide insurance from Borrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (if) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jg) an audit of the Collateral, the results of which shall be satisfactory to Bank; (h) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) Guaranties from each of Borrower’s domestic Subsidiaries; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012Security Agreement from each of Borrower’s domestic Subsidiaries; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablean agreement to provide insurance from each of Borrower’s domestic Subsidiaries; (n) an Automatic Debit Authorizationofficer’s certificate of each of Borrower’s domestic Subsidiaries with respect to incumbency and resolutions authorizing the execution and delivery of a Guaranty and a Security Agreement; (o) a payoff letter from each creditor whose loans to Borrower are being paid off with the proceeds of the Term Loan; (p) if the Shares are certificated, certificate(s) for the Shares, together with two instruments of assignment for each Share, duly executed in blank by Borrower; (q) a control agreement, in form and substance reasonably acceptable to Bank, governing the accounts maintained by Borrower at Xxxxxx Xxxxxxx; and (or) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank Lenders’ agreement to make its pro rata portion of the initial Credit Extension Closing Date Term Loan Advance is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to Bankthe Lenders, such documents and completion of such other matters, as the Lenders may reasonably deem necessary or appropriate, including, without limitation, subject to the condition precedent that Agent shall have received in form and substance satisfactory to the Lenders the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to articles, duly executed by-laws, incumbency, specimen signature and corporate resolutions authorizing the execution, delivery and performance of this Agreement; (c) a certificate of the Secretary of Guarantor with respect to articles, by-laws, incumbency, specimen signature and corporate resolutions authorizing the execution, delivery and performance of the Guaranty Agreement; (d) Perfection Certificate by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableNote in favor of GEBFS; (f) a Warrant in form and substance satisfactory to Bank, duly executed by BorrowerGuaranty Agreement; (g) agreement Intercreditor Agreement between the Lenders; (h) Warrants to furnish Purchase Stock; (i) Financing statement (Forms UCC-1); (j) Control Agreements (SVB and other financial institutions); (k) Disbursement Letter; (l) Original Loan Agreement Amendment Letter; (m) EPS Setup Form; (n) Certificates evidencing Borrower’s equity ownership of NeoRx together with an assignment executed in blank; (o) Evidence of insurance; (hp) UCC financing statement, tax lien and judgments searches in such jurisdictions required by the Lenders; (q) payment of the fees and Bank Agent Expenses and Lenders’ Expenses then due specified in Section 2.52.4 hereof; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a1) this AgreementAgreement and the other Loan Documents, duly executed by Borrowereach Borrower and each other party thereto; (b2) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s a certificate of the Secretary (or Members, as applicable) of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other respective Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyDocuments; (e3) evidence of existence, good standing, and qualification to conduct business of each Loan Party; (4) UCC National Form Financing Statement Amendment Statements with respect to Borrower and UCC National Form Financing Statement with respect to Performableeach Borrower; (f5) a Warrant in form and substance satisfactory to Bankthe Pricing Addendum, duly executed by each Borrower; (g6) agreement to furnish insurancethe extent certificated, the certificate(s) representing the equity interests of any Loan Party owned by any other Loan Party, together with Assignment(s) Separate from Certificate, duly executed by in blank; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i7) current SOS Reports Secretary of State reports indicating that except for Permitted LiensEncumbrances, there are no other security interests or Liens of record in the Collateral; (j8) evidence that all educational institutions owned by Borrowers are accredited and certified to participate in Title IV, United States Code, programs; (9) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, agreement to furnish insurance; (10) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (11) company prepared consolidated cash balance and consolidating balance sheets and income statements deferred revenue report for the most recently ended month in accordance with Section 6.24.3, and such other updated financial information as Bank may reasonably request; (k12) current Compliance Certificate in accordance with Section 6.24.3; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n13) an Automatic Debit Authorizationaudit of the Collateral, duly executed by Borrowerthe results of which shall be satisfactory to Bank; and (o14) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) UCC National Form Financing Statement Amendment with respect to Borrower and a UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (gd) an intellectual property security agreement from Borrower; (e) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) an audit of the Collateral, the results of which shall be satisfactory to Bank; (i) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kj) current Compliance Certificate in accordance with Section 6.2; (k) a Perfection Certificate; (l) a Borrowing Base Certificate in accordance Subject to Section 6.6, securities and/or deposit account control agreements with Section 6.2 for the period ending February 29, 2012respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablean Automatic Debit Authorization; (n) an Automatic Debit Authorizationa payoff letter from PacWest in respect of the Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, duly executed by Borrowerincluding without limitation any financing statements and/or control agreements, have or will concurrently with the initial Credit Extension, be terminated; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement Agreement; (c) a financing statement (Form UCC-1) naming Borrower as debtor; (d) a third amended and restated intellectual property security agreement; (e) evidence of or authorization for termination of any Liens other than Permitted Liens; (f) the other Loan Documents certificate(s) for the Shares, together with an instrument of assignment with respect to which it is a partythe Shares, and duly executed in blank by Borrower; (iig) an officer’s amended and restated guaranty executed by Vermed, Inc. in favor of Bank; (h) an amended and restated third party security agreement executed by Vermed, Inc. in favor of Bank; (i) an amended and restated intellectual property security agreement executed by Vermed, Inc. in favor of Bank; (j) a certificate of Performable the Secretary of Vermed, Inc. with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents an amended and other Loan Documents to which it is restated guaranty, an amended and restated third party security agreement and an amended and restated intellectual property security agreement; (k) a financing statement (Form UCC-1) naming Vermed, Inc. as debtor and Bank as secured party; (el) UCC National Form Financing Statement Amendment with respect an affirmation of Subordination Agreement executed by the parties thereto; provided, however, that notwithstanding anything to Borrower and UCC National Form Financing Statement with respect the contrary herein, Bank shall allow the affirmation of Subordination Agreement to Performablebe delivered within two weeks after the Closing Date; (fm) a Warrant in form and substance satisfactory an amendment to Bank, duly executed by Borrowermortgage (re Vermont real property); (gn) agreement to furnish provide insurance; (ho) payment of the fees and Bank Expenses then due specified in Section 2.5; (ip) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jq) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (or) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a partyAgreement, and (ii) an officeraccompanied by certified copies of Borrower’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyorganizational documents; (ec) UCC National financing statement (Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableUCC-1); (fd) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) an agreement to furnish insurance; (he) the Security Agreement; (f) the Security Agreement- Stock Pledge for the Shares executed and delivered by Borrower and the certificates for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (g) payment of the fees and Bank Expenses then due specified in Section 2.5; (ih) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (i) an audit of the Collateral, the results of which shall be satisfactory to Bank; (j) current financial statements, including (i) audited statements for BorrowerBiolase Technology Inc.’s most recently ended fiscal year, together with an unqualified opinionopinion of its accountants regarding those statements, (ii) company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and (iii) such other updated financial information as Bank may reasonably request; (k) a current Borrowing Base Certificate as contemplated by Section 6.2(h); (l) a current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 20126.2(i); (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by PerformableCertificate in form satisfactory to Bank; (n) an Automatic Debit Authorization, duly executed by Borrower; (o) a Warrant for 80,000 shares of Biolase Technology’s common stock with an exercise price of 120% of the public trading closing price on the Closing Date and a five year term; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly Unlimited Guaranty executed by BorrowerGuarantor in favor of Bank; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly the Pledge Agreement executed by PerformableGuarantor in favor of Bank; (d) a letter from Credit Parties directing Transfer Agent to only distribute Subscription Agreement Funds to the Escrow Agent wherein Transfer Agent agrees not to distribute the Subscription Agreement Funds to another Person without Bank’s prior consent; (ie) an officera letter from Credit Parties directing Escrow Agent to send Subscription Agreement Funds to the Pledged Account at Bank wherein the Escrow Agent agrees not to send Subscription Agreement Funds to another account without Bank’s prior written consent; (f) a certificate of Borrower with respect to incumbency and resolutions of each Credit Party, authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by BorrowerDocuments; (g) agreement to furnish insurancea UCC Financing Statement in respect of each Credit Party; (h) the Charter Documents for each Credit Party; (i) certificates of good standing in respect of each Credit Party, in each case as of a date no earlier than thirty (30) days prior to the Closing Date; (j) Bank shall have completed its due diligence, including receipt and review of all appropriate lien, tax, judgment and litigation searches; (k) evidence of compliance by each Credit Party with the insurance requirements set forth in Section 6.9 below; (l) an executed copy of the Automatic Debit Authorization, in the form attached to this Agreement; (m) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable2.5 hereof; (n) an Automatic Debit Authorization, duly executed by Borrowerpayment of the documentary tax set forth in Section 12.19 below; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Documents; (c) the Pricing Addendum; (d) a party, and financing statement (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyForm UCC-1); (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performablean intellectual property security agreement; (f) a Warrant in form Executed Eighth Amendment to Convertible Secured Subordinated Note Purchase Agreement, that subordinates all current and substance satisfactory future debt under the Note Purchase Agreement to the Bank, duly executed by Borrower; (g) $5,000,000 standby letter of credit issued by UBS AG in favor of Bank as beneficiary (the “UBS SBLC”); (h) agreement to furnish insurance; (hi) payment of the fees and Bank Expenses then due specified in Section 2.5; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kl) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performableassignment documentation respecting the loan from the Borrower’s current lender; (n) an Automatic Debit Loan Payment Authorization, duly executed by Borrower; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents Documents; (c) the Pricing Addendum; (d) financing statements (Form UCC-1) listing Borrower and each Material Domestic Subsidiary as debtor; (e) an agreement to which it is furnish insurance from Borrower and each Material Domestic Subsidiary; (f) the certificate(s) for the Shares, together with two (2) original instruments of assignment with respect to each certificate evidencing the Shares, duly executed in blank by Borrower; (g) a party, and guaranty from each Material Domestic Subsidiary; (iih) a security agreement from each Material Domestic Subsidiary; (i) a judicial reference letter from each Material Domestic Subsidiary; (j) an officer’s certificate of Performable each Material Domestic Subsidiary with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyexecuted by such Material Domestic Subsidiary; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hk) payment of the fees and Bank Expenses then due specified in Section 2.5; (il) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jm) an audit of the Collateral, the results of which shall be satisfactory to Bank (the “Initial Audit”); (n) a payoff letter from Silicon Valley Bank; (o) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kp) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (mq) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (nr) an Automatic Debit Loan Payment Authorization, duly ; (s) a subordination agreement executed by BorrowerAdept Technology Holdings, Inc.; and (ot) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1) naming Borrower as debtor; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect agreement to Borrower and UCC National Form Financing Statement with respect to Performablefurnish insurance; (f) a Warrant in form and substance satisfactory to Bankthe TriplePoint Intercreditor Agreement, duly together with fully executed by Borrowercopies of the TriplePoint Loan Documents; (g) agreement to furnish insurancea copy of the Note and Warrant Purchase Agreement, together with copies of all Notes (as defined in the Note and Warrant Purchase Agreement) executed in connection with the Note and Warrant Purchase Agreement on or before the Closing Date; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion (including no going concern comment or qualification other than a going concern comment or qualification related solely to Borrower not having sufficient cash to support twelve (12) months of operation), company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012;an Automatic Loan Payment Authorization; and (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed Agreement and the other Loan Documents required by BorrowerBank; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents Documents; (c) financing statements (Form UCC-1) and other filings as Bank determines are necessary to which it is a party, and perfect all security interests granted to Bank by each Borrower; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement, executed by each Borrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performablethe Itemization of Amount Financed Disbursement Instructions signed by a Responsible Officer of Borrower; (f) a Warrant in form and substance satisfactory an agreement to Bankfurnish insurance, duly executed by each Borrower; (g) a subordination agreement from Ampersand 2018 Limited Partnership, a Delaware limited partnership and 1315 Capital II, L.P., a Delaware limited partnership, together with (i) a copy of each subordinated promissory note by the applicable Borrower(s) payable to furnish insurancesuch Person, with legend and (ii) copies of all documents executed in connection with such Borrower’s financing with such Person; (h) payment of the fees and Bank Expenses then due as specified in Section 2.52.4 hereof; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including audited statements for BorrowerParent’s and its consolidated Subsidiaries’’ most recently ended fiscal year, together with an unqualified opinionopinion from the Borrowers’ independent public accountants, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.26.2 hereof, and such other updated financial information as Bank may reasonably request; (kl) a current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012hereof; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable;an Automatic Loan Payment Authorization; and (n) an Automatic Debit Authorizationa Consent to Electronic Delivery of Terms and Conditions, ESign Disclosure and Consent, duly executed consented to by BorrowerBorrower and authorized signers; and (o) and such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and Agreement; (iic) an officer’s certificate UCC National Form Financing Statement; (d) evidence of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyinsurance; (e) UCC National Form Financing Statement Amendment the certificate for the Shares, together with respect to Borrower and UCC National Form Financing Statement with respect to PerformableAssignment(s) Separate from Certificate, duly executed in blank; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) a Perfection Certificate; (l) a Borrowing Base Certificate in accordance Subject to Section 6.6, deposit account control agreements with Section 6.2 for the period ending February 29, 2012respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Collateral Information CertificateLessor’s Acknowledgment and Subordination with respect to each of Borrower’s leased locations, duly executed by Borrower and a Collateral Information Certificate, duly executed by PerformableBailee Waiver with respect to each third-party location where Borrower maintains any Material Collateral; (n) a Post Closing Letter; (o) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.. April 4, 2012

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1); (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect agreement to Borrower and UCC National Form Financing Statement with respect to Performableprovide insurance; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (i) an appraisal of (i) the equipment to be purchased by Borrower with the proceeds of the Bonds and (ii) all other Equipment of Borrower, reflecting an aggregate orderly liquidation value of at least $3,500,000 (or, if such appraisal reflects an aggregate orderly liquidation value of less than $3,500,000, Borrower's compliance with Section 6.7(c)).; (j) a guarantee executed and delivered by Guarantor; (k) a pledge agreement executed and delivered by Guarantor pursuant to which Guarantor pledges all of its ownership interest in Borrower and 65% of its ownership interest in Priority Fulfillment Services of Canada, Inc.; (l) an officer's certificate of Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of the Loan Documents to which Guarantor is a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012party; (m) a Collateral Information Certificate, subordination agreements duly executed and delivered by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion each of such other matters, as Bank may reasonably deem necessary or appropriate.IBM Credit Corporation,